Item
2.01.
Completion of Acquisition or Disposition of Assets.
On April 1, 2019, pursuant to the Agreement and Plan of Merger, dated as of November 23, 2018 (the “Merger Agreement”), by and between National Commerce Corporation, a Delaware corporation (“NCOM”), and CenterState Bank Corporation, a Florida corporation (“CSFL”), NCOM merged with and into CSFL (the “Merger”), with CSFL as the surviving entity in the Merger. Immediately following the Merger, NCOM’s wholly owned subsidiary bank, National Bank of Commerce (“NBC”), merged with and into CenterState Bank, N.A. (“CenterState Bank”), with CenterState Bank as the surviving national bank subsidiary of CSFL.
Pursuant to the terms and conditions set forth in the Merger Agreement, NCOM’s stockholders received 1.65 (the “Exchange Ratio”) shares of CSFL common stock for each outstanding share of NCOM common stock held immediately prior to the effective time of the Merger (12:01 a.m. Eastern Time on April 1, 2019) (the “Effective Time”), with cash payable in lieu of any fractional shares (the “Merger Consideration”). Each option or warrant to purchase shares of NCOM common stock was assumed by CSFL according to its terms and was converted into an option or warrant, as applicable, to purchase the number of shares of CSFL common stock equal to the product obtained by multiplying the Exchange Ratio by the number of shares of NCOM common stock that such NCOM stock option or warrant, as applicable, entitled the holder thereof to purchase, at an exercise price equal to the quotient obtained by dividing the exercise price per share of the NCOM stock option or warrant, as applicable, by the Exchange Ratio. The deferrals of NCOM common stock representing equity awards and director fees credited to participant accounts under the National Commerce Corporation Deferral of Compensation Plan were converted into the right to receive the Merger Consideration in respect of each such deferred share, net of withholding taxes. Immediately prior to the Effective Time, the outstanding performance share awards with respect to shares of NCOM common stock for the four-year performance periods ending on December 31, 2019, 2020 and 2021, all of which were to be measured over a performance period that was not completed prior to the Effective Time, vested in the amounts determined by the Compensation Committee of the NCOM board of directors in accordance with the applicable award agreements and the Merger Agreement. These performance share awards were cancelled at the Effective Time in exchange for the right to receive the Merger Consideration in respect of each share of NCOM common stock underlying the performance share awards, net of withholding taxes.
As a result of the Merger, CSFL will issue approximately 34,668,731 shares of CSFL common stock to former holders of NCOM common stock, which, based on the closing price of CSFL common stock on March 29, 2019, had a value of approximately $826 million.
Additionally, at the Effective Time, pursuant to the terms and conditions set forth in the Merger Agreement, CSFL assumed all rights and obligations of NCOM under and relating to (i) NCOM’s outstanding 6.0% Fixed-to-Floating Rate Subordinated Notes due June 1, 2026, in the aggregate principal amount of $25 million (the “6.0% Notes”), and (ii) NCOM’s outstanding 6.50% Fixed-to-Floating Subordinated Notes due June 30, 2027, in the aggregate principal amount of $13 million. In connection with the assumption by CSFL of all rights and obligations of NCOM under and relating to the 6.0% Notes, NCOM, CSFL and The Bank of New York Mellon Trust Company, N.A., as trustee, paying agent and registrar (the “Trustee”), entered into a Second Supplemental Indenture, which amends and supplements the Indenture, dated May 19, 2016, between NCOM and the Trustee, as amended and supplemented by the First Supplemental Indenture, dated May 19, 2016, between NCOM and the Trustee.
The foregoing description of the Merger Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1.